M&A - CHIMERIX INC

Form Type: SC14D9C

Filing Date: 2025-04-02

Corporate Action: Acquisition

Type: Update

Accession Number: 000110465925030909

Filing Summary: Chimerix, Inc. is the subject of a proposed acquisition by Jazz Pharmaceuticals Public Limited Company. This comes under an Agreement and Plan of Merger dated March 4, 2025, involving Pinetree Acquisition Sub, Inc., a wholly owned subsidiary of Jazz Pharmaceuticals. On March 21, 2025, a tender offer was commenced to purchase all outstanding shares of Chimerix at a price of $8.55 per share. If the tender offer is successful, a merger will follow, with Chimerix continuing as the surviving corporation, according to Delaware law. This document serves as a Solicitation/Recommendation Statement pertaining to this process, including an Employee and Director FAQ updated on April 2, 2025.

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Form Type: 10-K

Filing Date: 2025-03-21

Corporate Action: Merger

Type: Update

Accession Number: 000111748025000004

Filing Summary: Chimerix, Inc. has filed its annual report on Form 10-K for the fiscal year ending December 31, 2024. Key highlights of this report include the ongoing merger negotiations with Jazz Pharmaceuticals and the operational impact of these discussions. The report outlines various risk factors, particularly focusing on the merger, which is subject to conditions beyond Chimerix's control and may affect operational efficacy and organizational relationships. The company also discusses its current financial condition, revenue uncertainties, and the potential for profitability depending on regulatory approvals of product candidates, notably dordaviprone. There are mentions of losses expected to continue in the foreseeable future and the need for robust development strategies to attract funding and partnerships. In addition, the filing includes audited financial statements and supplementary data illustrating the company's fiscal health, alongside a comprehensive assessment of market conditions and competitive landscape, notably including potential impacts from its sale of TEMBEXA assets to Emergent Biodefense Operations. The document captures forward-looking statements that address future operations, capital generation, product development timelines, and regulatory challenges.

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Form Type: 8-K

Filing Date: 2025-03-05

Corporate Action: Acquisition

Type: New

Accession Number: 000110465925020599

Filing Summary: On March 4, 2025, Chimerix, Inc. entered into a Merger Agreement with Jazz Pharmaceuticals Public Limited Company and Pinetree Acquisition Sub, Inc., wherein Jazz Pharmaceuticals will commence a tender offer to purchase all outstanding shares of Chimerix at a price of $8.55 per share. The tender offer is set to begin by March 24, 2025, and is contingent upon certain conditions being met. Upon completion of the tender offer, Pinetree Acquisition Sub will merge with Chimerix, making it a wholly-owned subsidiary of Jazz Pharmaceuticals. The agreement includes typical representations and warranties, along with operational covenants from Chimerix. A termination fee of $35 million is set if the agreement is terminated under certain circumstances. On March 5, 2025, a joint press release announced the merger agreement, further informing stakeholders about the tender offer and acquisition plans.

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Form Type: 8-K/A

Filing Date: 2025-03-05

Corporate Action: Acquisition

Type: Update

Accession Number: 000110465925020884

Filing Summary: Chimerix, Inc. is filing an Amendment No. 1 to its Current Report on Form 8-K originally filed on March 5, 2025, to correct a typographical error in the Agreement and Plan of Merger dated March 4, 2025, between Chimerix, Jazz Pharmaceuticals Public Limited Company, and Pinetree Acquisition Sub, Inc. This amendment replaces Exhibit 2.1 with the corrected version. The original report also discussed Jazz Pharmaceuticals' proposed acquisition of Chimerix and included forward-looking statements regarding the tender offer, regulatory approval, and anticipated benefits from the acquisition, such as dordaviprone's potential in treating a rare oncology disease. The document informs stakeholders that materials related to the tender offer will be available and urges them to read these resources carefully as the tender offer has not yet commenced.

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Form Type: SC14D9C

Filing Date: 2025-03-05

Corporate Action: Acquisition

Type: New

Accession Number: 000110465925020603

Filing Summary: Chimerix, Inc. is set to undergo an acquisition by Jazz Pharmaceuticals Public Limited Company as per a Merger Agreement dated March 4, 2025. Jazz is expected to initiate a tender offer by March 24, 2025, to purchase all outstanding shares of Chimerix's common stock at $8.55 per share. Following the successful completion of the tender offer, the Purchaser will merge with Chimerix, with the latter continuing as the surviving entity in the merger. The communication includes forward-looking statements regarding the anticipated timeline and benefits of the acquisition, with emphasis on dordaviprone's potential role in improving treatment for certain oncology diseases. It also highlights the risks and uncertainties associated with the transaction, including the timing of regulatory approvals and market reactions. Stockholders are advised to carefully read the upcoming tender offer documentation and the Solicitation/Recommendation Statement due to the importance of the information it will contain.

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Form Type: SC14D9C

Filing Date: 2025-03-05

Corporate Action: Acquisition

Type: New

Accession Number: 000110465925020891

Filing Summary: Chimerix, Inc. is undergoing a proposed acquisition by Jazz Pharmaceuticals Public Limited Company as per a Merger Agreement dated March 4, 2025. Under this agreement, Jazz Pharmaceuticals plans to commence a tender offer by March 24, 2025, to acquire all outstanding shares of Chimerix's common stock at a price of $8.55 per share. The merger is expected to allow Chimerix to continue as the surviving entity post-transaction. The document outlines various communication tools used to inform employees and stakeholders about the acquisition, including LinkedIn posts, employee voicemails, and FAQs, all initiated on March 5, 2025. It highlights the forward-looking statements regarding potential benefits from the acquisition and addresses various risks and uncertainties related to the deal, including regulatory approvals, stockholder actions, and market reactions. Additionally, the filing serves as a solicitation/recommendation statement under Section 14(d)(4) of the Securities Exchange Act of 1934.

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